Climb Bio, Inc. (CLYM): Entry into a Material Definitive Agreement
Climb Bio, Inc. (CLYM) filed an SEC Form 8-K — Entry into a Material Definitive Agreement. EX-1.1 2 d92589dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 OPEN MARKET SALE AGREEMENT SM June 12, 2026 JEFFERIES LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: Climb Bio, Inc., a Delaware corporation (the “ Company ”), proposes, subject to the terms and conditions
How this was made
The 30-second read
Why it matters
Establishes a framework for the company to sell common stock from time to time, with sales price net of a 3% selling commission and a minimum floor price of $1.00 per share (subject to conditions).
Market read
Creates an ongoing potential dilution overhang; near-term trading may react to the setup and then to actual execution details as they are reported.
What to watch
Traders should monitor subsequent “Issuance Notices” and actual daily sale volumes/prices under the agreement; the floor price and execution pace determine realized dilution and stock impact.
Background
The 8-K discloses entry into an open market sale agreement (ATM) with Jefferies as sales agent/principal, backed by a shelf registration statement on Form S-3.
Ticker impact
Climb Bio entered a material definitive open-market sale agreement to issue and sell common stock from time to time via Jefferies.
Bias toward selling pressure/dilution risk, especially if sales are executed at/near the floor price; impact magnitude depends on actual share volume sold under the program.
The filing discloses the mechanics of an open-market sale agreement (ATM) and a $1.00 per-share floor constraint, but provides no total dollar amount or immediate sale size in the excerpt.
Market effects
Reinforces ongoing equity financing needs in biotech/small-cap growth, which can pressure peer sentiment when ATM programs are common.
No specific regional effect beyond US small-cap biotech tape.
Limited; this is company-specific financing mechanics.
Counterpoint
If proceeds are earmarked for value-accretive clinical/operational milestones, the ATM could be viewed as a liquidity bridge rather than purely dilutive overhang.
Key entities
- issuerClimb Bio, Inc.
Entered a material definitive open market sale agreement to issue/sell common stock via Jefferies.
- sales_agentJefferies LLC
Sales agent/principal under the open market sale agreement.
- filingSEC Form 8-K
Primary disclosure of the agreement entry under Item 1.01.
